IRS grants a limited partnership a 120-day extension to file a late election to be taxed as a corporation

Plain-English summary

A business can choose how it is taxed by filing an entity classification election (Form 8832), but the election must be filed on time. Here a limited partnership intended to be taxed as an association taxable as a corporation and had filed all its federal returns consistent with corporate treatment, but it never filed the Form 8832 to make that choice official. It asked the IRS for more time under the late-election relief regulation (Treas. Reg. Section 301.9100-3). The IRS concluded the taxpayer acted reasonably and in good faith and that granting relief would not harm the government, so it granted a 120-day extension to file the Form 8832 electing corporate treatment effective the intended date. The relief is contingent on the taxpayer filing any needed returns for open years consistent with the election. The IRS expressed no opinion on whether the entity is otherwise eligible to make the election.

Ruling snapshot

• Question: Should a limited partnership get more time to file a late Form 8832 electing to be taxed as a corporation?
• Outcome: Approved. A 120-day extension was granted under Treas. Reg. Section 301.9100-3.
• Key authorities: Treas. Reg. § 301.7701-3; Treas. Reg. §§ 301.9100-1 and 301.9100-3

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 202551018
Release Date: 12/19/2025
Index Number: 7701.00-00, 9100.31-00

Third Party Communication: None
Date of Communication: Not Applicable

Person To Contact:
-----------------------------------, ID No. -------------- Telephone Number:
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Refer Reply To:
CC:PT&E:B03
PLR-111333-25
Date:
September 26, 2025

LEGEND

X = ------------------------------------------------------------------------
------------------------

State = -------------

Date = ---------------------

Dear -------------:

This letter responds to a letter dated May 5, 2025, and subsequent correspondence, submitted on X’s behalf by its authorized representative, requesting an extension of time under § 301.9100-3 of the Procedure and Administration Regulations to file an election under § 301.7701-3 to be classified as an association taxable as a corporation for federal tax purposes.

FACTS

According to the information submitted, X was organized as a limited partnership under the laws of State on Date. X represents that (1) it was eligible to and intended to elect to be treated as an association taxable as a corporation for federal tax purposes effective Date and (2) it has filed all federal tax and information returns consistent with X being classified as an association taxable as a corporation effective Date. However, X failed to timely file Form 8832, Entity Classification Election, electing to be classified as an association taxable as a corporation.

LAW

Section 301.7701-3(a) provides that a business entity that is not classified as a corporation under § 301.7701-2(b)(1), (3), (4), (5), (6), (7), or (8) (an eligible entity) can elect its classification for federal tax purposes. A domestic eligible entity with at least two members can elect to be classified as either an association (and thus a corporation under § 301.7701-2(b)(2)) or a partnership, and an eligible entity with a single owner can elect to be classified as an association or to be disregarded as an entity separate from its owner.

Section 301.7701-3(c)(1)(i) provides that an eligible entity may elect to be classified other than as provided under § 301.7701-3(b) by filing Form 8832 with the appropriate service center. Under § 301.7701-3(c)(1)(iii), this election will be effective on the date specified by the entity on Form 8832 or on the date filed if no such date is specified. The effective date specified on Form 8832 cannot be more than 75 days prior to the date on which the election is filed and cannot be more than 12 months after the date on which the election is filed. If an election specifies an effective date more than 75 days prior to the date on which the election is filed, it will be effective 75 days prior to the date it was filed.

Section 301.9100-1(c) provides that the Commissioner may grant a reasonable extension of time to make a regulatory election, or a statutory election (but no more than 6 months except in the case of a taxpayer who is abroad), under all subtitles of the Code except subtitles E, G, H, and I. Section 301.9100-1(b) provides that the term “regulatory election” includes an election whose due date is prescribed by a regulation published in the Federal Register.

Sections 301.9100-1 through 301.9100-3 provide the standards the Commissioner will use to determine whether to grant an extension of time to make the election. Section 301.9100-2 provides the rules governing automatic extensions of time for making certain elections. Section 301.9100-3 provides the standards the Commissioner will use to determine whether to grant an extension of time for regulatory elections that do not meet the requirements of § 301.9100-2.

Section § 301.9100-3(a) provides that a request for relief will be granted when the taxpayer provides the evidence (including affidavits described in § 301.9100-3(e)) to establish to the satisfaction of the Commissioner that (1) the taxpayer acted reasonably and in good faith, and (2) the grant of relief will not prejudice the interests of the Government.

CONCLUSION

Based solely on the information submitted and the representations made, we conclude the requirements of §§ 301.9100-1 and 301.9100-3 have been satisfied. Therefore, we grant X an extension of time of 120 days from the date of this letter to file Form 8832 with the appropriate service center to elect to be treated as an association taxable as a corporation for federal tax purposes effective Date. A copy of this letter should be attached to the Form 8832.

This ruling is contingent on X filing, within 120 days of the date of this letter, to the extent necessary or appropriate, all required federal income tax returns and information returns (including amended returns) for all open years consistent with the requested relief granted in this letter. A copy of this letter should be attached to any such returns.

Except as expressly provided herein, we express or imply no opinion concerning the federal tax consequences of the facts described above under any other provision of the Code. Section 301.9100-1(a) provides that granting an extension of time to make an election is not a determination that the taxpayer is otherwise eligible to make the election.

Further, we express or imply no opinion concerning the assessment of any interest, additions to tax, additional amounts, or penalties for failure to file a timely income tax or information return with respect to any taxable year that this ruling may affect. For example, we express or imply no opinion as to whether a taxpayer is entitled to relief from any penalty on the basis that the taxpayer has reasonable cause for failure to file timely any income tax or information returns.

The rulings contained in this letter are based on information and representations submitted by the taxpayer and accompanied by a penalty of perjury statement executed by an appropriate party. While this office has not verified any of the material submitted in support of the ruling request, it is subject to verification on examination.

This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) of the Code provides that it may not be used or cited as precedent.

In accordance with the Power of Attorney on file with this office, a copy of this letter is being sent to your authorized representatives.

Sincerely,

Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

By: _______
Brian J. Barrett
Senior Technician Reviewer, Branch 3
Office of the Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

Enclosure:
Copy of this letter for § 6110 purposes

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